It all started with a joke. I have to go out of town three times a year with my high school students for regional competitions in various technical fields. We have to have a proper teacher/student ratio on these trips. With money tight in the districts, the teachers have to double up in the hotel rooms. My husband always teases me with comments like, ‘Which male teacher are you rooming with this time?’ or ‘Make sure to pack your red lace teddy.’

Har har.

So this trip I was rooming with Melanie, the new Culinary Arts teacher in her first year out of college. As the kids were scrambling excitedly through the hotel halls, we went around to make sure that they stayed in their assigned rooms. We were finally free to make it into our own room and began to unpack. We were talking excitedly about the next day’s competitions as we pulled stuff out of our overnight bags. I was paying little attention as I threw stuff on my bed and I grabbed some piece of clothing and pulled it out of my overnight bag. Melanie started giggling. I looked in my hand to see what she’s looking at and I see a fire engine red one piece nightie!

“That bastard! I’ll kill him!” I turned about as red as the nightie as I stuffed it back in my bag. “This is my husband’s demented idea of a joke, Melanie.” I then told her the whole story. “So, he thinks I’m in a room with a male teacher and hides this… this ‘thing’ in my luggage! Wait until I call him later!”

Still fuming, I step into the bathroom to get ready for bed. It takes a while for me to brush my teeth and take off my makeup. I had taken off my blouse but didn’t feel that it was a big deal having Melanie see me in my bra. I mean, I still had my slacks on. So, I stepped out of the bathroom to go get my ‘real’ flannel PJs and there is Melanie, posing in front of the mirror in MY red nightie!

“Oh, my God! Melanie! That’s not funny! It… it doesn’t even fit you!”

Melanie is 23 or so… very petite but with a very nice figure. In fact, I had really no idea how nice her figure was until I saw it in my nightie. Her breasts are at least a C cup I would think (mine are large B’s or small C’s, depending on the bra) so she was sort of spilling out of the lacy cups. But it wasn’t doing her much good from the waist down… it was kind of hanging off of her hips. I hadn’t really regained my ‘girlish figure’ after the birth of my 10 year old, Nathan. But I’m not fat by any means. Melanie is probably a 36 while I’m a 34. I’m not much into lingerie and I don’t think I’ve worn that thing since the first week back home from the hospital.

My husband had bought it for me shortly after I got on my feet after coming home. He was horny and gave it to me as a ‘coming home present’. Anyway, it was sort of old fashioned in that it had the two snaps at the crotch for quick and easy action and those snaps were fastened, but to little avail on Melanie as the snaps are about an inch below her groin area.

Her short hair was in a full bob and with her red highlights, I have to admit my nightie was a good color on her. I realized I had been stammering and quickly look away…or …it was quickly, right? I mean, I wasn’t staring. Was I? I remember my husband saying that with my nipples being so big and full from the pregnancy that you could see my dark brown ‘pancakes’(as he called my pregnancy-transformed areolas) through the lace from a mile away. They never did go back to the way they were before I got pregnant.

Were Melanie’s visible in it, too? I… I couldn’t see any notice of them as I stared, so I guessed she had rather light skinned ones. But she has a rather dark complexion like me, so shouldn’t I have been able to see them?

“Terri! You must approve. What are you looking at?!” she giggled.

“Melanie! Take that old thing off. It doesn’t fit you. And throw it away. I never wear it anymore. I hate that thing! WAIT! I don’t mean take it off now… you know what I mean.”

I just knew I was blushing like crazy. “I’m gonna kill Ken when I get home, I swear!” Maybe I was staring, I don’t know. I bet Ken would love to see her spilling out of that thing!

Melanie preened in front of the mirror, laughing. “Well, it fits ok. And it’s comfy! I think I’ll sleep in it. It’s not like any of the students will see me, or the other teachers! We wear about the same size bra, Terri,”

‘Ha!’ I laughed. “Yeah, well you’re the head-turner on the faculty. These old bags are starting to get the middle-age droop! Yours are much… *cough*…never mind.”

I instinctively raised my hand to my chest and realized for the first time that I only have my bra on. I looked down at myself. It was just a plain white cotton number. Nothing special. I reminisced back to a time when my boobs stuck straight out like Melanie’s do now. There was a time when Ken couldn’t keep his paws off of them.

“Bull-hockey! I bet you can fit into mine just fine.” With that, Melanie bent down to pick her bra up off the floor. As she did, I saw her genitals very clearly through the opening of the nightie between her legs. Goodness, she was… all shaved! I never could get up the nerve to do that to myself. It looked so smooth. It struck me that only someone with a lot of self-assurance would do that. I know that sounds stupid but as I stared at it for that brief instant, I realized that I was really not too confident of my sexuality, even with all the compliments I get from my husband. I mean, for 39, I’m not bad. I work out and can still fit into a size 8 dress.

Not wanting to be accused of staring again, I closed my eyes and instinctively turned my back on Melanie while I tried to tell myself that I bet Ken would find a shaved pussy sexy. Or would he?

I was lost in these thoughts and before I realized what was happening, Melanie had come up behind me, unhooked my bra and pulled the straps from my shoulders!

“Here, teach, put this on. I won’t look at you while you do. I promise!” She slung her bra over my shoulder and as I reached out to get it, my bra flew off my right arm. I grabbed hers at the same time I realized mine was mostly off. I quickly pulled hers to myself and figured I should get hers on before she might see my boobs. Maybe I’m too self-conscious about the sag of my breasts. This was ridiculous but I was curious… it was a nice bra. I bet it fits better than the cheap ones I usually buy.

I pulled my arms through the straps as quickly as I could and I heard her giggling behind me as she hooked me up. I quickly thrust the bottom elastic below my breasts to get into it. Good. I didn’t think she saw me topless.

She grabbed my arm and pulled me over in front of the mirror. I frowned as I looked at myself. I was right. I was swimming in these big cups! The bra was one of those smooth, one piece cup, lycra bras… an expensive one. So the material didn’t collapse onto my shape.

“OK, maybe you’re a little small for it, but not much. We’ll just pretend you’re like half the girls down the hall who pad themselves up to look bigger.” With that, she grabbed a box of Kleenex off the dresser and began yanking out about four or five tissues while she continued giggling.

She was standing behind me as we both faced the mirror and I put my hand out to take the tissues, but she reached over my shoulder and started to stuff the tissues inside the right cup of the bra herself! Her fingers were cold on my breast. Gawd! Her fingers WERE on my boob!!!

I stiffened up as she shimmied the Kleenex to the underside of the cup, hoisting up my right boob until it filled the upper part of the cup. I stared at myself but didn’t move as she got the ammo for the other cup. Her hand... it… it was ‘in there’!! I never had a girl… woman touch me there before. I started to protest…

“Melanie, I know you’re trying to boost my confidence, but…”

“Shhhh! Be still. I’m almost done.” Then her other hand worked its way into the left cup, under my breast. I could feel her breasts in contact with my bare back. Was she ‘fumbling’ more this time? Her breath was on my neck. Her breasts in my back. Was it getting hot in the room? I stared into the mirror. Yes, she was taking longer to get this boob correctly situated, or at least it seemed. I was probably just imagining it. I interlaced the fingers of my hands in front of me. This sort of squeezed my breasts together a little, showing more cleavage. And my hands were so close to my vagina I almost wished I was alone for a while.

She pulled her hand out slowly and evidently sensed what I was trying to accomplish. She put both hands on the outside of my breasts and pushed them more toward the center and my cleavage looked much better than it had without the tissues, that’s for sure. She was studying me and smiling at her creation. I found myself smiling, too.

“See? What’s there not to like? I always wear these heavier cup bras to school because my nipples get hard a lot and I don’t want to get the boys distracted. But your nipples don’t seem to get hard.”

“Well, sometimes when Ken… I mean… they sometimes do when…,” my voice trailing off as I wondered if this was disappointing to her. Wait! What was I thinking!? I sure didn’t need her approval. We hardly knew each other. This had better stop soon. It just wasn’t right.

“Besides, how do you know they don’t get hard, Melanie?”

“Honey, I was just in there! I should know! Besides, there’s nothing wrong with soft tips! It often means that there’s a bigger puffy surface and that’s sexy! I wish my areolas weren’t so tiny! Even with big boobs, I look smaller because of that. Are you as dark there as I think you are?” My Italian heritage was giving me away, I suppose.

“Well. It just so happens you are right about how large my ni… ah, my ‘tips’ are. But, hey! That’s enough of this talk. This was silly. I shouldn’t have let you…”

She hooked one finger inside the bra strap at my shoulder blade and slowly pulled it off my shoulder… not letting go. She was slowly pulling it further down my arm as the left bra cup inverted. Instead of lifting a hand to stop her my fingers clinched my hands together tightly in front of my panties, frozen. Like a grape being peeled, it slowly started to expose the soft flesh of my upper breast. We both stared at the reflection in the mirror. The dark brown of my areola came into view… then my soft puffy nipple, even browner than the surrounding flesh, was exposed to our mutual glance. I thought; ‘I guess I didn’t look too bad…’

I didn’t want to disappoint the first adult that looked at my body besides Ken. The tissues fell to the floor as now my whole tit was out. Was she smiling? Was that a soft moan of approval?

I felt my hands rubbing up and down my thighs in nervousness.

I was so transfixed I didn’t feel my body at all. Then I realized that I had pulled my hands behind me so that my boobs stuck out further. Was that so I could win her approval? I still didn’t feel my thighs from my touch… and then I realized my hands were lined up behind me and it was HER thighs I was rubbing!!!

“Look how big and beautiful it is! They’re even darker than I thought!” She repeated the same slow exercise with my other boob until it was in full view as well. She slipped both of my arms out of the straps as her bra hung on my lower chest, inside out. My hands went immediately back to her thighs as she cooed in approval.

Her hands came over each shoulder and moved slowly down to my boobs. “I love your softness. So different than when I feel myself. And I don’t think you sag very much at all, Terri.” She started to put little kisses on my neck and with each peck, she did a little squeeze on the under side of my breasts. As she put her hands under each one she lightly lifted first the left one, then the right.

Her pecks became nibbles and with that growing intensity, her gentle ‘lifts’ became ‘squeezes’… then she started to lick each side of my neck. She hoisting my boobs alternately as she did. Her hands seemed to grow bigger as her caresses went from delicate to rough by small degrees. She was grinding her body into my back. Could I feel her hard nipples there? Or was that the lace from my nightie covering them? God, her hands felt good! No longer cold to the touch. Even when she squeezed hard.

I had to put a stop to this! “Melanie, don’t! I’ve never… It’s not right…” I sure wasn’t going to let her go any further. I bet she’d laugh at my grannie white cotton undies. So, I decided I'd sleep in my slacks.

She avoided touching the dark brown tips of my boobs which were still soft and the size of the circumference of the top of a champagne glass. The angel’s wings of my upper back felt like they were touching as I arched my shoulders back dramatically to let her know that her hands were welcome on my chest.

Just then the my cell phone rang

I knew it would be Ken! I froze and didn’t make a move to answer it. Melanie let go of one boob and grabbed it. She opened it and stuck it to my ear. I took it from her.

“Ken? Hi, honey. Yes, we got here safe and sound.”

Her hands went to my belt and started to unbuckle it! I tried to slap her hand away but she didn’t stop!

“Yeah, I’m out of breath. I just got back from using the hotel’s treadmill.” I lied.

She unzipped my slacks and got on her knees as she pulled them over my hips and they fell to the floor. When she was on her knees I turned away from the mirror and had a great vantage point looking down her deep cleavage. God, she has great looking boobs! So round and high!

“Yes, that was VERY funny! Like I’d wear that in front of Melanie! What a wonderful practical joke. I bet you think you are SO hilarious!”

Melanie put her hands on the back side of my knees, one after the other, lifting my feet from the floor so that I stepped out of my black slacks. Jesus, why hadn’t I brought sexier panties!

“Say ‘Hi’ to Ken, Melanie. So he knows I’m not sharing a room with a man.”

She stood up and put her face next to mine and said ‘Hi’ into the phone and then pressed her lips to mine hard as Ken said something I didn’t hear because I was kissing a woman for the first time. Melanie broke the kiss and said into the phone;

“So what shouldn’t Terri wear in front of me, Ken?”

As we waited for an answer, she kissed me again. I was prepared this time and parted my lips slightly. She took the bait and instantly her wet tongue was in my mouth.

She pressed her chest into mine as I looked down at her lovely body in my nightie. Neither of us heard what Ken’s response was at first. Only the mention of my son’s name snapped me out of my fog as Melanie walked me over to the bed.

“Sure. Put him on. It’s almost his bedtime. (‘Mine, too, apparently’, I thought) as Melanie pushed me backwards onto her bed, my tits jiggling as I landed. My God! When had she unhooked the bra! The straps were dangling from my hooked elbows. I shrugged it off and threw it at her, shaking my head disapprovingly.

While I was waiting for Nathan to come to the phone, I whispered to Melanie; “Stop it! We can’t do this while I’m talking to my son!”

“Oh, hi Nat! How was school?”

She glared down on me and I was instantly embarrassed at my old white cotton waist high panties. They were even getting thin from multiple washings. I needed to throw these out soon and maybe get a few of those thong ones. I bet Ken would like that.

“Good! I knew you would do well on that test!”

She propped my knees up and I planted my feet on the edge of the bed. She blew me a kiss as she unsnapped the snaps at her groin.

“Yes, Mommy’s out of breath. She’s been exercising.”

Melanie spread my knees apart staring down on me. I vigorously shook my head from side to side and mouthed ‘NO’ to her as her eyes got wider. I fixed my eyes on her chest and noticed her rock hard nipples piercing the material of my nightie. I wondered to myself if my jet black pubic hair was spilling out from the leg holes of my panties? Was she repulsed by that since she was so shaven?

“Well, tell Daddy it’s OK if you have ONE scoop of ice cream before you go to bed.”

Melanie curled her fingers inside the elastic waist band of my panties at my hips. I can’t let her pull my panties off! I immediately took my free hand and grabbed the front of my panties to prevent her from pulling them down.

“NO! Not now!” I shouted at her as I moved the phone away from my mouth. I thought to myself, “Gosh, that sounds like I mean that it would be alright later. I can’t mean that. I mean, this can’t go any further.”

“No… sorry… not you Nat… I was talking to someone else.”

Melanie tugged hard to try to get my panties off while my fist held a death grip on the front of the panties. I really needed my other hand if I was going to win this battle but it held the phone. I heard a distinct tear and propped myself up onto one elbow and looked down as Melanie giggled and I saw a pencil sized hole where my fingernail had broken through the cotton.

As I used my free hand to slap at Melanie disapprovingly she saw that my defenses were down. As she stared at the hole in my panties she shrugged, giggled and used her index fingers to wiggle inside the hole and pulled hard and ripped the front of my panties toward both hips!!!

“OH MY GOD!!! OH! Sorry Nathan! I didn’t mean to frighten you. Mommy just saw a big furry spider in her room! You know how I hate bugs!”

We were both staring intently at the same spot: the dark curly forest triangle of my pubic area. My lower belly exposed from hip to hip, framed by jagged torn cotton, when Melanie said;

“Well, it’s furry all right, but I don’t think it’s a spider, sweetie.”

As I tried to clamp my knees shut, Melanie wedged her body between them, pried my knees apart and kept me exposed to her intent gaze. It was apparent to her that my attempt to keep my legs closed was just a tease. I suppose it was since I felt myself smiling at her.

“Yes, Nat. There’s someone else here. She’s my teacher friend. We’re getting ready to go to bed, too… I think.”

She reached around both hips and grabbed my butt hard and squeezed, pulling my cheeks apart as she hovered above me. I reached up to push her off of me and pressed my palm into her left boob in the process. It was an accident, wasn’t it?! God, it was so soft but the nipple was so hard I could feel it poke my hand. I squeezed. I couldn't help it. It had a different feel than mine, even when I was her age. Softer… not as fibrous, I would say. It felt divine!

“Well, Nat. Mommy better go. She has to get undressed for bed.”

Melanie chimed in; “Yeah, Nat… and we gotta take care of this spider! It’s so big and black!” Since she was smiling at it, I supposed my raven black lock of kinky fur didn’t gross her out after all. I was wondering if my button was visible in my tufts of pubic hair… sometimes Ken says it peeks out when I get excited. And I admitted to myself that I was pretty excited even with the phone distraction.

I watched as Melanie pulled my nightgown over her head. Her body was so beautiful. Her tits bounced invitingly, her hipbones so pointy and sexy. And her vagina! I didn’t think it would look so inviting all shaved. I decided I may have to reconsider this as an option for myself. After careful consultation with Ken, of course.

She silently motioned for me to lift my hips from the bed but I shook my head ‘No’ as I giggled. She started to tickle my left side above my hip and I roll over on it to prevent it. She then grabbed my right ass cheek and squeezed it! I roll back the other way as I squealed like one of the students down the hall and now she has the palm of both hands on my butt. I was looking forward to feeling how her young hard body would feel back there. Her butt always looked so cute in her slacks at school.

With that, Melanie dug her nails into my cotton covered ass and I heard the material give way back there just like it did in the front of my panties! She pulled furiously and brought up two handfuls of shredded cotton!

“OH! JESUS CHRIST!” I shouted!

Melanie leered at me and her face looked maniacal as she pulled the remains of my tattered panties off and I was laying completely nude in front of her.

“Yes, Nat. That’s right. Mommy’s saying her bedtime prayers. You should, too.”

My hand instinctively went to cover my pussy from her lecherous gaze but she laid on me, pinning my arm under her as she lowered her mouth toward my left tit.

“NO! Don’t lick it! Please! Er… Nat, I mean, don’t lick your ice cream! I know you’re just trying to delay bedtime. But that trick won’t work with Daddy. Eat it down!”

Melanie laughed and said, “I’ll eat it down, alright!”

“You are SO bad! You young thing! Ah, not you Nathan, this… never mind. I didn’t mean 'you' were bad, just sometimes you do bad things. Sorry.”

Since my left arm was pinned under her knee, I let go of my phone and it dropped onto my upper chest. I pretended that I was protecting my pubic area and surreptitiously started to work my clitoris. I realized for the first time how wet I was! God, I was sopping! But I liked the way I felt. Melanie had one hand mashed on my left boob and the other one holding the base of my right as she squeezed and sucked it into her mouth. Her legs straddled my right thigh and she started to grind her sweet looking shaved pussy on my kneecap. I could feel her moistness coating it. Her muffled moans mingled with my stifled cries.

“Oh my! Mommy’s got to come now… I mean go now. I’m… ah… very busy here.”

Melanie pops her mouth off my now wet and erect nipple. As pointy as it’s been for quite sometime. As she pinched it hard between her thumb and forefinger, she licked me loudly causing me to yelp into the phone.

Melanie shouted toward the phone, “And thank your Daddy for helping Mommy pack this morning!”